Advanced Issues in Bankruptcy Asset Sales: Potential Opportunities and Pitfalls for Buyers

Navigating the Complexities of IP Assets, Successor Liability, Joint and Consortium Bidding, and More

Recording of a 90-minute CLE webinar with Q&A


Conducted on Wednesday, March 27, 2013

Recorded event now available

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Program Materials

This CLE webinar will discuss issues that buyers may face in more complicated Sec. 363 bankruptcy acquisitions, including transactions that include significant intellectual property or cross-border components, closing a Sec. 363 purchase in the face of third-party opposition, among other complex Sec. 363 challenges.

Description

In this CLE webinar, George W. Shuster Jr. and Benjamin W. Loveland of WilmerHale will discuss issues that buyers may face in more complicated Sec. 363 bankruptcy acquisitions. Drawing on practical experience in recent Sec. 363 sales, they will outline the potential opportunities and pitfalls that may arise.

The panel will provide a review of transactions such as those involving significant intellectual property or cross-border components, when a buyer faces closing a Sec. 363 purchase against third-party opposition, uncertainty regarding successor liability, or reliance on implied consent for limiting claims.

Finally, the panel will address the increase in joint and consortium bidding in the Sec. 363 context and provide guidance regarding Sec. 363(n)’s anti-collusion provisions.

Listen as the panelists answer these and other key questions:

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Outline

  1. Transactions with significant intellectual property
  2. Sellers with insolvency proceedings in multiple jurisdictions
  3. Closing sale with threatened appeal—limits of 363(m) protections
  4. Successor liability issues
  5. Consent issues with counterparties to assumed and assigned contracts
  6. Joint or consortium bids—navigating 363(n) anti-collusion provisions

Benefits

  • Does a Sec. 363 sale provide any opportunity for a buyer to purchase intellectual property free of existing licenses, commitments to standard setting organizations, or infringement liability?
  • What approvals are required when assets are being purchased from a seller with insolvency proceedings pending in multiple jurisdictions? What is the best process for seeking those approvals?
  • How can a buyer calibrate the risk of relying on Sec. 363(m) good faith protections when closing a sale in the face of a threatened or pending appeal?
  • How can a buyer structure a closing to mitigate successor liability issues?
  • How much credit can a buyer give to “negative notice” consent to counterparties to assumed and assigned contracts?
  • What does Sec. 363(n) prevent, and how can potential joint or consortium buyers steer clear of possible collusion claims?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.

Faculty

George W. Shuster, Jr.
George W. Shuster, Jr.

Partner
Wilmer Cutler Pickering Hale and Dorr

Mr. Shuster's practice focuses on bankruptcy, insolvency risk mitigation, out-of-court restructurings and debt...  |  Read More

Benjamin W. Loveland
Benjamin W. Loveland

Atty
Wilmer Hale

He ie is a member of the Firm's Bankruptcy and Financial Restructuring Practice Group.  His practice...  |  Read More

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